Safe and Green Development (SGD) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	SAFE AND GREEN DEVELOPMENT CORPORATION
Entity Central Index Key	0001959023
Entity File Number	001-41581
Entity Tax Identification Number	87-1375590
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	990 Biscayne Blvd.
Entity Address, Address Line Two	#501, Office 12
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33132
Entity Phone Fax Numbers [Line Items]
City Area Code	(646)
Local Phone Number	240-4235
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SGD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		15,756,636

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 77,537	$ 3,236
Prepaid asset and other current assets	410,398	231,989
Current Assets	487,935	235,225
Assets held for sale	4,400,361	4,400,361
Land	1,190,655	1,190,655
Property and equipment, net	35,408	3,569
Project development costs and other non-current assets	91,488	65,339
Equity-based investments	3,642,607	3,642,607
Intangible assets	153,409
Goodwill	1,810,787	22,210
Total Assets	11,812,650	9,559,966
Current liabilities:
Accounts payable and accrued expenses	1,301,263	601,292
Due to affiliates	260,000	260,000
Short term notes payable, net	6,756,475	6,810,897
Total current liabilities	8,317,738	7,672,189
Contingent consideration liability	945,000
Total Liabilities	9,262,738	7,672,189
Stockholder’s equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 issued and outstanding
Common stock, $0.001 par value, 50,000,000 shares authorized, 14,351,248 issued and outstanding as of March 31, 2024 and 10,200,000 shares authorized, issued and outstanding as of December 31, 2023	14,351	10,200
Additional paid-in capital	12,733,779	9,008,124
Accumulated deficit	(10,198,218)	(7,130,547)
Total stockholder’s equity	2,549,912	1,887,777
Total Liabilities and Stockholder’s Equity	$ 11,812,650	$ 9,559,966

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, share authorized	5,000,000	5,000,000
Preferred stock, share issued	0	0
Preferred stock, share outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	10,200,000
Common stock, shares issued	14,351,248	10,200,000
Common stock, shares outstanding	14,351,248	10,200,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Sales	$ 49,816
Total	49,816
Operating expenses:
Payroll and related expenses	2,016,087	$ 473,497
General and administrative expenses	466,254	235,270
Marketing and business development expense	69,150	12,146
Total	2,551,491	720,913
Operating loss	(2,501,675)	(720,913)
Other expense:
Interest Expense	(565,996)	(183,590)
Other income
Net loss	$ (3,067,671)	$ (904,503)
Net loss per share
Net loss per share Basic (in Dollars per share)	$ (0.26)	$ (904.5)
Weighted average shares outstanding:
Weighted average shares outstanding Basic (in Shares)	11,861,379	1,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per share Diluted	$ (0.26)	$ (904.50)
Weighted average shares outstanding Diluted	11,861,379	1,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited) - USD ($)	$0.001 Par Value Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 1	$ 5,095,345	$ (2,930,006)	$ 2,165,340
Balance (in Shares) at Dec. 31, 2022	1,000
Capital contributions		959,384		959,384
Net loss			(904,503)	(904,503)
Balance at Mar. 31, 2023	$ 1	6,054,729	(3,834,509)	2,220,221
Balance (in Shares) at Mar. 31, 2023	1,000
Balance at Dec. 31, 2023	$ 10,200	9,008,124	(7,130,547)	1,887,777
Balance (in Shares) at Dec. 31, 2023	10,200,000
Conversion of notes payable	$ 1,099	698,901		700,000
Conversion of notes payable (in Shares)	1,098,905
Issuance of common stock	$ 286	525,009		525,295
Issuance of common stock (in Shares)	286,000
Issuance of stock for services and debt and warrant issuance	$ 421	322,450		322,871
Issuance of stock for services and debt and warrant issuance (in Shares)	421,094
Issuance of common stock from restricted stock units	$ 1,539	1,745,101		$ 1,746,640
Issuance of common stock from restricted stock units (in Shares)	1,539,418			1,831,250
Cashless warrant exercise	$ 306	(306)
Cashless warrant exercise (in Shares)	305,831
Issuance of stock in connection with business combination	$ 500	434,500		435,000
Issuance of stock in connection with business combination (in Shares)	500,000
Net loss			(3,067,671)	(3,067,671)
Balance at Mar. 31, 2024	$ 14,351	$ 12,733,779	$ (10,198,218)	$ 2,549,912
Balance (in Shares) at Mar. 31, 2024	14,351,248

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (3,067,671)	$ (904,503)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	161
Amortization of debt issuance costs	314,996	80,000
Stock based compensation	1,746,640
Common stock for services	322,871
Prepaid asset and other current assets	(178,408)	(39,514)
Intangible assets	(30,731)	(10,825)
Accounts payable and accrued expenses	167,633	(47,360)
Due to affiliates
Net cash used in operating activities	(724,509)	(922,202)
Cash flows from investing activities:
Additions to assets held for sale		(3,535)
Cash acquired bus combination	1,082
Purchase of computers and software	(32,000)
Project development costs	(26,150)	(9,607)
Equity-based investments		(25,000)
Net cash used in investing activities	(57,068)	(38,142)
Cash flows from financing activities:
Debt issuance costs	(321,117)	(486,825)
Proceeds from short-term notes payable	651,700	4,325,000
Issuance of common stock from EP Agreement	525,295
Repayment of short-term notes payable		(2,500,000)
Contributions		959,384
Net cash provided by financing activities	855,878	2,297,559
Net change in cash	74,301	1,337,215
Cash – beginning of period	3,236	720
Cash – end of period	77,537	1,337,935
Supplemental disclosure of non-cash operating activities:
Prepaid interest held back from proceeds from short-term notes payable		675,000
Conversion of notes payable	700,000
Assets and liabilities acquired in business combination:
Intangible assets	100,468
Goodwill	1,810,787
Accounts payable and accrued expenses	32,237
Contingent consideration payable	$ 945,000

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2024
Description of Business [Abstract]
Description of Business	1. Description of Business Safe and Green Development Corporation (the “Company” or “SG DevCo”), previously known as SGB Development Corp., a Delaware corporation, was incorporated on February 17, 2021. The Company was formed in 2021 for the purposes of real property development using purpose-built, prefabricated modules built from both wood and steel. Our current business focus is primarily on the direct acquisition and indirect investment in properties nationally that will be further developed in the future into green single or multi-family projects. Additionally, a majority owned subsidiary of SG DevCo, Majestic World Holdings LLC, is a prop-tech company that has created the XENE Home Platform. It is powered by advanced AI technology which aims to decentralize the real estate marketplace, creating an all-in-one solution that brings banks, institutions, home builders, clients, agents, vendors, gig workers, and insurers into a seamlessly integrated and structured AI-driven environment. Going Concern The Company began operations during 2021 and has incurred net losses since inception and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Prior to becoming a public company, the Company’s operations had primarily been funded through advances from Safe & Green Holdings Corp., the Company’s then parent company (“Parent”) and the Company had been largely dependent upon Parent for funding. The Company has recently funded its operations through a bridge note financing, project level financing, and the issuance of its equity and debt securities. The Company has also initiated strategic monetization of properties, which may yield additional financing proceeds to fund operations. Management believes that these actions will enable the Company to continue as a going concern. Separation and Distribution In December 2022, Parent and then owner of 100% of our issued and outstanding securities, announced its plan to separate the Company and Parent into two separate publicly traded companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), Parent, effected a pro rata distribution to Parent’s stockholders of approximately 30% of the outstanding shares of the Company’s common stock (the “Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of the Company’s common stock for every five (5) shares of Parent common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, the Company was no longer a wholly owned subsidiary of Parent and Parent held approximately 70% of the Company’s issued and outstanding securities. On September 28, 2023, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “SGD.” In connection with the Separation and Distribution, the Company entered into a separation and distribution agreement and several other agreements with Parent. These agreements provide for the allocation between Parent and the Company of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of Parent and its subsidiaries attributable to periods prior to, at and after the Separation and govern the relationship between the Company and Parent subsequent to the completion of the Separation. In addition to the separation and distribution agreement, the other principal agreements entered into with Parent included a tax matters agreement and a shared services agreement. Basis of presentation and principals of consolidation

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Recently adopted accounting pronouncements Accounting estimates Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied The revenue the Company has generated to date resulted from commissions related to residential real estate purchases and sales transactions. For this revenue, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time. Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the year ended December 31, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus does not consolidate the activities in its financial statements. The Company uses the equity method to report the activities as an investment in its financial statements. During the three months ended March 31, 2024 and 2023, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of March 31, 2024 or December 31, 2023. Cash and cash equivalents Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets. Intangible assets Project Development Costs Assets Held For Sale On November 28, 2023, LV Holding entered into a Contribution Agreement (the “Contribution Agreement”) with Preserve Acquisitions, LLC, a Delaware limited liability company (“Preserve”), to form either a Delaware or Texas limited liability company or limited partnership (the “Joint Venture”) for the purpose of owning, holding for investment and ultimately selling a residential housing development (the “Project”) to be developed by the parties on Lago Vista upon the terms and conditions set forth in the Contribution Agreement and in the operating agreement of the Joint Venture to be negotiated between the parties (the “JV Agreement”). The Contribution Agreement provides that the parties will negotiate the JV Agreement within five months of the November 28, 2023 execution date of the Contribution Agreement. The Contribution Agreement further provides that LV Holding will contribute the Lago Vista Property to the Joint Venture as a capital contribution to be valued at $11,500,000 in the JV Agreement. Preserve will lead the development process and, after the completion of a feasibility period, will be required to submit permits for the first phase of the Project within 11 months from the execution of the Contribution Agreement. In addition, the Contribution Agreement provides that LV Holding must remove, pay and/or satisfy prior to or at Closing (as defined below) any monetary liens (as defined in the Contribution Agreement) on the Lago Vista Property. The closing for the formation of the Joint Venture (the “Closing”) is to be held on the date which is 30 days after the expiration of the feasibility period subject to fulfillment of the following conditions: (a) an affiliate of Preserve, LV Holding or its affiliate (the “LV Member”) and a third party equity investor, if applicable, have executed and delivered the JV Agreement in form approved by Preserve and LV Holding, which terms must be consistent with waterfall provisions set forth in the Contribution Agreement; (b) the Joint Venture having secured a legally binding and unconditional commitment for construction financing and capital commitments sufficient for the Project from third parties (debt and equity); and (c) the Title Agent being unconditionally committed to issue the Owner’s Title Policy to the Joint Venture. At Closing, LV Holding must pay a 5% brokerage commission based upon the $11,500,000 property value. Until the Closing or the earlier termination of the Contribution Agreement, LV Holding has agreed to not convey or encumber all or any portion of the Lago Vista Property, or any interest therein, or enter into any agreement granting to any person any right with respect to the Lago Vista Property (or any portion thereof), provided, however, prior to Closing, LV Holding may solicit, discuss, and negotiate purchase offers so long as it notifies all potential buyers that the Lago Vista Property is under contract pursuant to the Contribution Agreement. See the subsequent events footnote for additional information. Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Business Combinations Concentrations of credit risk

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property and Equipment [Abstract]
Property and Equipment	3. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At March 31, 2024 and December 31, 2023 the Company’s property and equipment, net consisted of the following: 2024 2023 Computer equipment and software $ 35,805 $ 3,805 Less: accumulated depreciation (397 ) (236 ) Property, plant and equipment, net $ 35,408 $ 3,569 Depreciation expense for the three months ended March 31, 2024 amounted to $161.

Equity-Based Investments

Equity-Based Investments	3 Months Ended
	Mar. 31, 2024
Equity-Based Investments [Abstrcat]
Equity-based investments	4. Equity-based investments As of March 31, 2024, the Company’s investment in Norman Barry and Cumberland amount to [$617,607] and [$3,025,000], respectively. The approximate combined financial position of the Company’s equity-based investments are summarized below as of March 31, 2024 and December 31, 2023: Condensed balance sheet information: March 31, December 31, (Unaudited) (Unaudited) Total assets $ 39,800,000 $ 39,800,000 Total liabilities $ 9,700,000 $ 9,700,000 Members’ equity $ 30,100,000 $ 30,100,000

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2024
Note Payable [Abstract]
Notes Payable	5. Notes Payable During August 2022, in connection with the purchase of the St. Mary’s property in Georgia, the Company entered into a promissory note in the amount of $148,300. This note has a term of one (1) year, provided for payments of interest only at a rate of nine and three quarters percent (9.75%) per annum. During August 2023, such note was extended for a one year period. During March 2024, the note was modified and the principal amount was increased to $200,000. On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of the Company, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the Company’s project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on the Company’s site in Durant, Oklahoma. The proceeds of the LV Note were used to pay off prior notes. The LV Note requires monthly installments of interest only and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0%) plus five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. The LV Peninsula obligations under the LV Note have been guaranteed by the Company pursuant to a Guaranty, dated March 30, 2023 (the “Guaranty”), and may be prepaid by LV Peninsula at any time without interest or penalty. The Company incurred $406,825 of debt issuance costs and remitted $675,000 in prepaid interest in connection with the LV Note. The LV Note had an original maturity date of April 1, 2024. On April 3 rd On June 23, 2023, the Company entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, under which it initially received $1,250,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by the Company at any time following the twelve-month anniversary of its issue date. The loan is secured by 1,999,999 of Parent’s shares of the Company’s common stock (the “Pledged Shares”), which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with the Company’s transfer agent. The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees was paid to Bridgeline Capital Partners S.A. on the principal amount raised of $1,250,000. As of March 31, 2024, the Company has paid $55,000 in debt issuance costs. The BCV Loan Agreement further provided that if the Company’s shares of common stock were not listed on The Nasdaq Stock Market before August 30, 2023 or if following such listing the total market value of the Pledged Shares fell below twice the face value of the loan, the loan would be further secured by the Company’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St. Mary’s, Georgia (the “St. Mary’s Site”). On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of Parent in the original principal amount of $4,200,000. On August 16, 2023, the Company secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On August 25, 2023, the Company and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1”) to change the date upon which the Company’s shares must be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023. According to Amendment No. 1, if the Company’s shares of common stock were not listed on The Nasdaq Stock Market before September 15, 2023 or if following such listing the total market value of the Pledged Shares fell below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. On September 11, 2023, the Company and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2”) to change the date upon which the Company’s shares must be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023. According to Amendment No. 2, if the Company’s shares of common stock are not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. Following the listing, the total market value of the Pledged Shares has fallen below twice the face value of the loan and the Company and BCV S&G are in discussions regarding alternatives, if any. On November 30, 2023, the Company entered into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering consisting of two tranches, two Debentures to Peak One in the aggregate principal amount of $1,200,000. The closing of the first tranche was consummated on November 30, 2023 and the Company issued an 8% convertible debenture in principal amount of $700,000(the “Debenture”) to Peak One and a warrant (the “Warrant”) to purchase up to 350,000 shares of the Company’s common stock, to Peak One’s designee as described in the Purchase Agreement. The Initial Debenture was sold to Peak One for a purchase price of $630,000, representing an original issue discount of ten percent (10%). In connection with the offering, the Company paid $17,500 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional and issued to Peak One and its designee an aggregate total of 100,000 shares of its restricted common stock as commitment shares. The Debenture matures twelve months from its date of issuance and bears interest at a rate of 8% per annum payable on the maturity date. The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a conversion price equal to $2.14 (the “Conversion Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.39. The Debenture is redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any. While the Debenture is outstanding, if the Company receives cash proceeds of more than $1,500,000 (“Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two (2) business days of Company’s receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture. The Debenture contains customary events of default. If an event of default occurs, until it is cured, Peak One may increase the interest rate applicable to the Debenture to the lesser of eighteen percent (18%) per annum and the maximum interest rate allowable under applicable law and accelerate the full indebtedness under the Debenture, in an amount equal to 110% of the outstanding principal amount and accrued and unpaid interest. The Debenture prohibits the Company from entering into a Variable Rate Transaction (as defined in the Debenture) until the Debenture is paid in full. The Warrant expires five years from its date of issuance. The Warrant is exercisable, at the option of the holder, at any time, for up to 350,000 of shares of common stock of the Company at an exercise price equal to $2.53, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.39. The Warrant provides for cashless exercise under certain circumstances. Under the Purchase Agreement, a closing of the second tranche could occur subject to the mutual written agreement of Peak One and the Company and satisfaction of the closing conditions set forth in the Purchase Agreement at any time after January 29, 2024, upon which the Company would issue and sell to Peak One on the same terms and conditions a second 8% convertible debenture in the principal amount $500,000. In connection with the Purchase Agreement, the Company incurred a total of $75,393 in debt issuance costs. In addition, the initial fair value of the Warrant amounted to $294,438 and the fair value of the commitment shares amounted to $195,000, both of which have been recorded as a debt discount and will be amortized over the effective rate method. During the three months ended March 31, 2024 the balance of $700,000 from the Debenture was converted into1,098,904 On February 15, 2024, the Company entered into an amendment (the “Amendment”) to the Purchase Agreement with Peak One. The Amendment provides that the second tranche be separated into two tranches (the second and third tranche) wherein which the Company would issue in each tranche an 8% convertible debenture in the principal amount of $250,000 at a purchase price of $225,000 (representing an original issue discount of ten percent (10%) with the same terms as the Debenture). In addition, the Amendment provides that the Company will issue (i) 35,000 shares of its Common Stock on the closing of each of the second tranche and the third tranche as a commitment fee in connection with the issuance of the second debenture and the third debenture, respectively; (ii) a common stock purchase warrant (with the same terms as the Warrant) for the purchase of 125,000 shares of common stock on the closing of each of the second tranche and the third tranche; and (iii) pay $6,500 of Peak One’s non-accountable fees in connection with each of the second tranche and the third tranche. The closing of the second tranche was consummated on February 16, 2024. In connection with the second tranche, the Company incurred a total of $20,000 in debt issuance costs. In addition, the initial fair value of the warrant issued at the February 2024 closing of the second tranche amounted to $21,204 and the fair value of the commitment shares issued at the February 2024 closing of the second tranche amounted to $28,350, both of which have been recorded as a debt discount and will be amortized over the effective rate method. The closing of the third tranche was consummated on March 20, 2024 In connection with the third tranche, the Company incurred a total of $20,000 in debt issuance costs. In addition, the initial fair value of the warrant issued at the March 2024 closing of the third tranche amounted to $23,279 and the fair value of the commitment shares issued at the March 2024 closing of the third tranche amounted to $30,800, both of which have been recorded as a debt discount and will be amortized over the effective rate method. On March 1, 2024, the Company entered into a credit agreement with the Bryan Leighton Revocable Trust Dated December 13 th For the three months ended March 31, 2024, the Company recognized amortization of debt issuance costs and debt discount of $314,996. For the three months ended March 31, 2023, the Company recognized amortization of debt issuance costs of $80,000. As of March 31, 2024, the unamortized debt issuance costs and discount amounted to $793,525.

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2024
Business Combination [Abstract]
Business Combination	6. Business Combination On February 7, 2024, the Company, entered into a Membership Interest Purchase Agreement (“MIPA”) to acquire Majestic World Holdings LLC (“Majestic”). T he aggregate consideration payable by the Company for the outstanding membership interests (the “Membership Interests’) of Majestic consists of 500,000 shares of the Company’s restricted stock (the “Stock Consideration”) and $500,000 in cash (the “Cash Consideration”). The MIPA and a related side letter provide that the aggregate purchase price be paid as follows: (i) the Stock Consideration was issued at the closing (the “Closing”) on February 7, 2024; and (ii) 100% of the Cash Consideration will be paid in five equal installments of $100,000 each on the first day of each of the five quarterly periods following the Closing. a 50% share of the net profits for a period of five years that are directly derived from the technology and intellectual property utilized in the real estate focused software as a service offered and operated by Majestic and its subsidiaries. The purchase consideration amounted to: Cash $ 500,000 Contingent consideration payable 945,000 Equity compensation 435,000 $ 1,880,000 As part of the Majestic acquisition, the Company recorded a contingent consideration liability for additional payments pursuant to the Profit Sharing Agreement. The initial contingent consideration liability of $945,000 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Majestic Acquisition: Cash and cash equivalents $ 1,082 Intangible assets 100,468 Goodwill 1,810,787 Accounts payable and accrued expenses (32,337 ) $ 1,880,000 As of March 31, 2024, the intangible assets are not in service. Once they are in service, they will be amortized over three years. As of March 31, 2024, the Company has not completed its measurement period with respect to the Majestic acquisition. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended. Below is a proforma condensed consolidated statement of operations for the three months ended March 31, 2024, as if the Company purchased Majestic as of January 1, 2024. A proforma condensed consolidated statement of operations for the three months ended March 31, 2023, is not presented because during that period there was no activity in Majestic. For the (Unaudited) Revenue: Sales $ 121,808 Total 121,808 Operating expenses: Payroll and related expenses $ 2,016,087 General and administrative expenses 587,488 Marketing and business development expense 69,150 Total 2,672,725 Operating loss (2,550,917 ) Other expense: Interest Expense (565,996 ) Other Income - Net loss $ (3,116,913 )

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2024
Net Loss Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At March 31, 2024, there were 294,169 warrants outstanding that could potentially dilute future net loss per share.

Stockholder's Equity

Stockholder's Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholder's Equity	8. Stockholder’s Equity As of March 31, 2024, the Company has 14,351,248 shares of common stock authorized, issued and outstanding of which 10,000,000 shares of common stock authorized, issued and outstanding which were issued to the Parent and initial shareholders of the Parent. On September 27, 2023, Parent effected a pro rata distribution to Safe & Green Holdings Corp.’s stockholders of approximately 30% of the then outstanding shares of their common stock (“Distribution”). In connection with the Distribution, each Parent stockholder received 0.930886 shares of our common stock for every five (5) shares of Parent common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, the Company was no longer a wholly owned subsidiary of Parent and Parent held approximately 70% of the Company’s issued and outstanding securities. Equity Purchase Agreement On November 30, 2023, the Company entered into an Equity Purchase Agreement (the “EP Agreement”) with Peak One, pursuant to which the Company shall have the right, but not the obligation, to direct Peak One to purchase up to $10,000,000 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multipletranches upon satisfaction of certain terms and conditions. Further, under the EP Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the EP Agreement) from time to time to Peak One (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 200% of the Average Daily Trading Value (as defined in the EP Agreement). In connection with the EP Agreement, the Company agreed, among other things, to issue to Peak One’s designee 100,000 shares of its restricted common stock as commitment shares. As of May 10 th Additionally, as disclosed in Note 5, in connection with the Purchase Agreement with Peak One, the Company has paid more than additional commitment shares of its restricted common stock to Peak One and its designees pursuant to the Purchase Agreement as amended. Warrants In conjunction with the issuance of the Debenture in November 2023, the Company issued the Warrant to purchase 350,000 shares of common stock. The Warrant expires five years from its date of issuance. The Warrant is exercisable, at the option of the holder, at any time, for up to 350,000 of shares of common stock of the Company at an exercise price equal to $2.53 (the “Exercise Price”), subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Warrant. The initial fair value of the Peak Warrant amounted to $294,438 and was recorded as a debt discount at the time of issuance of the Debenture. The fair value was calculated using a Black-Scholes Value model, with the following assumptions. Risk-free interest rate 4.48 % Contractual term 5 years Dividend yield 0 % Expected volatility 103 % In conjunction with the issuance of the second and third Peak debentures in February and March 2024, the Company issued the second and third peak warrants to purchase an aggregate of 250,000 shares of common stock. The second and third Peak warrants each expire five years from their respective date of issuance. The second and third Peak warrants each is exercisable, at the option of the holder, at any time, for up to 125,000 shares of common stock of the Company at an exercise price equal to $2.53, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.39. The initial fair value of the Second and Third Warrants amounted to an aggregate of $44,483 and was recorded as a debt discount at the time of issuance of the Second and Third Debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions. Risk-free interest rate 4.22 % Contractual term 5 years Dividend yield 0 % Expected volatility 106 % Warrant activity for the three months ended March 31, 2024 is summarized as follows: Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and exercisable – January 1, 2024 350,000 2.53 4.90 - Granted 250,000 $ 1.06 5.00 Exercised (305,831 ) Outstanding and exercisable – March 31, 2024 250,000 $ 2.53 4.60 $ -

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Compensation [Abstract]
Share-Based Compensation	9. Share-based Compensation On February 28, 2023, the Company’s Board of Directors approved the issuance of up to 4,000,000 shares of the Company’s common stock in the form of incentive stock options, nonqualified stock options, options, stock appreciation rights, restricted stock, or restricted stock units (“2023 Plan”). The 2023 Plan expires February 2033 and is administered by the Company’s Compensation Committee of the Board of Directors. Any employee, director, consultant, and other service provider, or affiliates, are eligible to participate in the 2023 Plan. The maximum number of shares of common stock that may be issued under the 2023 Plan will automatically increase on January 1 of each calendar years for a period of ten years commencing on January 1, 2024, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, provided, however that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock. All available shares may be utilized toward the grant of any type of award under the 2023 Plan. The 2023 Plan imposes a $250,000 limitation on the total grant date fair value of awards granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year. As of December 31, 2023, 1,831,250 restricted stock unit awards have been approved to be issued to directors, officers, and service providers. During the three months ended March 31, 2024, 2,017,500 restricted stock units were formally accepted, which includes the 1,831,250 restricted stock unit award which were formally issued. These units were issued at the fair value between $0.74 and $1.10 per share, which represents the closing price of the Company’s common stock acceptance of the grant.. The fair value of these units upon issuance amounted to $1,865,400. For the three months ended March 31, 2024, the Company recorded stock-based compensation expense of $1,746,640, which is included in the payroll and related expenses in the accompanying consolidated statement of operations. As of March 31, 2024, there was a total of $118,760 of unrecognized compensation costs related to non-vested restricted stock units. On January 1 st The following table summarized restricted stock unit Activities during the three months ended March 31, 2024: Number of Shares Non – vested balance at January 1,2024 - Granted 2,017,500 Vested (1,881,968 ) Forfeited/Expired - Non – vested balance at March 31, 2024 135,532

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions On August 9, 2023, Parent and the Company entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which the Parent cancelled and forgave the remaining balance then due on that certain promissory note, dated December 19, 2021, made by the Company in favor of the Parent in the original principal amount of $4,200,000. As such, $4,000,000 was recorded as additional paid in capital during 2023. In addition, as of March 31, 2024 and December 31, 2023, $1,720,844 is due from the Parent for advances made by the Company. The Company intends to formalize the amount due into a promissory note. As of December 31, 2023, the Company has recorded a reserve against the $1,720,844, which is included in additional paid in capital. On December 17, 2023, the Company entered into a Master Purchase Agreement with SG Echo pursuant to which the Company may engage SG Echo from time to time to provide modular construction design, engineering, fabrication, delivery and other services (collectively, the “Work”) on such terms as the parties may mutually agree. The Master Purchase Agreement provides that if the Company should desire that SG Echo provide services in connection with any location, the Company will request from SG Echo a written proposal and that within 15 business days SG Echo will provide us with an itemized cost proposal for the services to be performed and a firm schedule for performing the services based upon the information contained in the request. If the proposal and schedule is satisfactory to the Company, the Master Purchase Agreement provides that the substance of such proposal will then be incorporated into a project order, including specific information regarding the project, the project site and services to be performed, to be executed by both parties. The Master Purchase Agreement provides that SG Echo will be paid a fee equal to 12% of the agreed cost of each project. The Master Purchase Agreement further provides that payment terms for all design work and the completion of the pre-fabricated container and module shall be made in accordance with the following schedule: (a) a deposit equal to 40% of the cost of the pre- fabricated container and module only shall be paid by us to SG Echo within 5 business days of the mutual execution of a project order; (b) a progress payment (not to exceed to 35% of the cost of the pre-fabricated container and module) shall be paid by the Company to SG Echo monthly in proportion to the percentage of Work completed, which payment shall be made within 10 business days of the Company receipt of SG Echo’s invoice; (c) a progress payment equal to 15% of the cost of the pre-fabricated container and module shall be paid by us to SG Echo within 10 business days of the delivery of the pre-fabricated container and module to the specific project site; and (d) the final payment equal to 10% of the cost of the pre-fabricated container and module only shall be paid by us to SG Echo within 10 business days of the substantial completion of the Work. Substantial completion of the Work shall be as defined by the applicable project order. Notwithstanding the foregoing, we may withhold 10% of the invoiced amount, as retainage, which will be paid to SG Echo once the specific project is completed (including any punch list items). The Master Purchase Agreement may be terminated by either party if there is a material default by the other party and such default continues for a period of 20 days after receipt by the defaulting party of written notice thereof. If the Company terminates the Master Purchase Agreement or any project order as a result of a default by SG Echo, SG Echo will not be entitled to receive further payment until the Work is finished. If the unpaid balance of the amount set forth in the project order for the project is less than the cost of finishing the Work, SG Echo will pay the difference to us. In no event will SG Echo be entitled to receive any compensation if the cost to the Company of performing the balance of the Work is less than the unpaid balance. In addition, the Company may terminate the Master Purchase Agreement or any project order without cause. In the event the termination by the Company is without cause, SG Echo will be entitled to payment for all work and costs incurred prior to termination date plus the applicable fee owed to SG Echo thereon as more particularly described in the applicable project order. As of March 31, 2024, and December 31, 2023, included in accounts payable and accrued expenses is $145,000 due to the Company’s board members.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies At times the Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Lago Vista Note On April 3, 2024, LV Holding, entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of the LV Note3. As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000. Additionally, the Extension Agreement provides for the LV Note’s interest rate to be increased to a fixed rate of 17.00%. In addition, pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lago Vista,site, a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma,. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note requires monthly installments of interest only, is due in full on April 1, 2025, bears interest at fixed rate of 17.00% and may be prepaid by LV Holding at any time without interest or penalty. LV Holding’s obligations under the 2nd Lien Note have been guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024. St. Mary’s Site As of April 25, 2024, the Company entered into an amendment to the agreement of sale with Pigmental, LLC, a Delaware limited liability company (“Pigmental Studios”), to sell approximately the St. Mary’s Site. Pursuant to the original agreement of sale, the Company was to sell the St. Mary’s Site to Pigmental Studios for $1.35 million, payable $900,000 in cash and $450,000 by the issuance of a promissory note to the Company, with the closing to occur no later than April 30, 2024. The amendment to the agreement of sale extends the closing date and amends the purchase price contingent upon the closing date selected by Pigmental Studios as follows: ● If Pigmental Studios closes by April 30, 2024, the total purchase price will be $1,290,000. The payment breakdown for the purchase price will be as follows: $899,000 in cash and $390,000 by the issuance of a promissory note to the Company. ● If Pigmental Studios closes by May 15, 2024, the total purchase price will be $1,310,000. The payment breakdown for the purchase price will be as follows: $899,000 in cash and $410,000 by the issuance of a promissory note to the Company. ● If Pigmental Studios closes by May 30, 2024, the total purchase price will be $1,375,000. The payment breakdown for the purchase price will be as follows: $899,000 in cash and $475,000 by the issuance of a promissory note to the Company. Lago Vista Site On April 25, 2024, the Company entered into a Commercial Contract (the “Contract of Sale”) with Lithe Development Inc., a Texas corporation (“Lithe”), to sell the Company’s Lago Vista site to Lithe for $5.825 million. The Contract of Sale provides that the closing of the sale by the Company to Lithe of the Lago Vista site is expected to occur after a 70-day due diligence period and a subsequent 30-day closing period. As a result, on April 25, 2024, the Company received written notice from counsel to Preserve terminating the Contribution Agreement. Peak One Transaction April 2024 On April 29, 2024, the Company entered into a Securities Purchase Agreement, dated April 29, 2024 (the “April 2024 Purchase Agreement”) with Peak One, pursuant to which the Company agreed to issue, in a private placement offering upon the satisfaction of certain conditions specified in the April 2024 Purchase Agreement, three Debentures to Peak One in the aggregate principal amount of $1,200,000. At the closing of the first tranche was consummated on April 29, 2024 and the Company issued an 8% convertible debenture in principal amount of $350,000(the “First 2024 Debenture”) to Peak One and a warrant (the “First 2024 Warrant”) to purchase up to 262,500 shares of the Company’s common stock, to Peak One’s designee as described in the Purchase Agreement. The First 2024 Debenture was sold to Peak One for a purchase price of $315,000, representing an original issue discount of ten percent (10%). In connection with the closing of the first tranche, the Company paid $10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs and issued to Peak One and its designee an aggregate total of 80,000 shares of its restricted common stock as commitment shares. The First 2024 Debenture matures twelve months from its date of issuance and bears interest at a rate of 8% per annum payable on the maturity date. The First 2024 Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the First 2024 Debenture plus all accrued and unpaid interest at a conversion price equal to $0.70, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.165. The First 2024 Debenture is redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any. While the First 2024 First Debenture contains customary events of default. If an event of default occurs, until it is cured, Peak One may increase the interest rate applicable to the First 2024 Debenture to the lesser of eighteen percent (18%) per annum and the maximum interest rate allowable under applicable law and accelerate the full indebtedness under the First 2024 Debenture, in an amount equal to 110% of the outstanding principal amount and accrued and unpaid interest. Subject to limited exceptions set forth in the First 2024 Debenture, the First 2024 Debenture prohibits the Company from entering into a Variable Rate Transaction (as defined in the First 2024 Debenture) or incurring any new indebtedness that is senior to the First 2024 Debenture or secured by the assets of the Company until the First 2024 Debenture is paid in full. The First 2024 Warrant expires five years from its date of issuance. The First 2024 Warrant is exercisable, at the option of the holder, at any time, for up to 262,500 of shares of common stock of the Company at an exercise price equal to $0.76, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.165. The First 2024 Warrant provides for cashless exercise under certain circumstances. Under the April 2024 Purchase Agreement, a closing of the second tranche may occur subject to the mutual written agreement of Peak One and the Company and satisfaction of the closing conditions set forth in the Purchase Agreement at any time after June 28, 2024, upon which the Company would issue and sell to Peak One on the same terms and conditions a second 8% convertible debenture in the principal amount of $350,000 and issue to Peak One’s designee on the same terms and conditions a second warrant to purchase up to 262,500 shares of the Company’s common stock. The second debenture would be sold to Peak One for a purchase price of $315,000, representing an original issue discount of ten percent (10%). In connection with the closing of the second tranche, the Company will pay $10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs and will issue to Peak One and its designee an aggregate total of 80,000 shares as commitment shares. Under the April 2024 Purchase Agreement, a closing of the third tranche may occur subject to the mutual written agreement of Peak One and the Company and satisfaction of the closing conditions set forth in the Purchase Agreement at any time after 60 days after the closing of the second tranche, upon which the Company would issue and sell to Peak One on the same terms and conditions a third 8% convertible debenture in the principal amount of $500,000. and issue to Peak One’s designee on the same terms and conditions a third warrant ) to purchase up to 375,000 shares of the Company’s common stock. The third debenture would be sold to Peak One for a purchase price of $450,000, representing an original issue discount of ten percent (10%). In connection with the closing of the third tranche, the Company will pay $10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs and will issue to Peak One and its designee an aggregate total of 100,000 shares as commitment shares. The number of shares of the Company’s common stock that may be issued pursuant to the April 2024 Purchase Agreement (including the commitment shares), upon conversion of the debentures, exercise of the warrants, the issuance of Common Stock underlying the common stock purchase warrants issued by the Company on February 15, 2024 and March 21, 2024 (the “Prior Warrants”), and the issuance of an aggregate of 35,000 shares of Common Stock to Peak One and its designee in connection with the issuance of the Prior Warrants, is subject to an exchange cap of 19.99% of the outstanding number of shares of the Corporation’s common stock on the closing date, of which at least 1,982,819 shares of Common Stock shall be allocated to the transactions contemplated by the April 2024 Purchase Agreement, unless shareholder approval to exceed the exchange cap is approved. MyVONIA As of May 6, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) with Dr. Axely Congress to purchase all of the assets related to the A.I technology known as My Virtual Online Intelligent Assistant (“MyVONIA”). MyVONIA, an advanced artificial intelligence (AI) assistant, utilizes machine learning and natural language processing algorithms to provide users with human-like conversational interactions, tailored to their specific needs. MyVONIA does not require an app, or website but is accessible to subscribers via text messaging. The purchase price for MyVONIA is up to 500,000 shares of the Company’s common stock. Of such shares, 200,000 shares of common stock will be issued at closing, with an additional 300,000 shares of common stock issuable upon the achievement of certain benchmarks. The APA contains customary closing conditions and Dr. Congress has agreed to a non-compete. Dr. Congress will also enter into a consulting agreement with the Company at closing to continue to develop MyVONIA and provide such other services as are required pursuant thereto. Nasdaq Notice On April 16, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $1,887,777 as of December 31, 2023, as reported in its Annual Report on Form 10-K filed with the SEC on April 1, 2024, was below the minimum requirement of $2,500,000. The notification received has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to its compliance with the other continued listing requirements. Pursuant to Nasdaq’s Listing Rules, we have 45 calendar days (until May 31, 2024), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company intends to submit a Compliance Plan within the required time, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq, the Company will be granted an extension of up to 180 calendar days from April 16, 2024, to evidence compliance with the Rule. In the event the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but it fails to evidence compliance within the extension period, it will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. On April 25, 2024, the Company received written notice from Nasdaq notifying it that for the preceding 30 consecutive business days (March 14, 2024, through April 24, 2024), its common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol “SGD.” In accordance with Nasdaq Listing RulI810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until October 22, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved without further action if the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify the Company if it determines it is in compliance and the matter will be closed; however Nasdaq may require the closing bid price to equal or to exceed the $1.00 minimum bid price requirement for more than 10 consecutive business days before determining that a company complies. If, however, the Company does not achieve compliance with the Minimum Bid Price Requirement by October 22, 2024, the Company may be eligible for additional time to comply. In order to be eligible for such additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify Nasdaq in writing of its intention to cure the deficiency during the second compliance period. The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain its Nasdaq listing.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,067,671)	$ (904,503)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Recently adopted accounting pronouncements	Recently adopted accounting pronouncements
Accounting estimates	Accounting estimates
Revenue recognition	Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied The revenue the Company has generated to date resulted from commissions related to residential real estate purchases and sales transactions. For this revenue, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time.
Investment Entities	Investment Entities On June 24, 2021, the Company entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the year ended December 31, 2023, the Company contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of Cumberland and thus does not consolidate the activities in its financial statements. The Company uses the equity method to report the activities as an investment in its financial statements. During the three months ended March 31, 2024 and 2023, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of March 31, 2024 or December 31, 2023.
Cash and cash equivalents	Cash and cash equivalents
Property, plant and equipment	Property, plant and equipment On May 10, 2021 the Company acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130, which is recorded in assets held for sale on the accompanying balance sheets. During February 2022 and September 2022, the Company acquired properties in Oklahoma and Georgia for $893,785 (including additions) and $296,870, respectively, which is recorded as land on the accompanying balance sheets.
Intangible assets	Intangible assets
Project Development Costs	Project Development Costs
Assets Held For Sale	Assets Held For Sale On November 28, 2023, LV Holding entered into a Contribution Agreement (the “Contribution Agreement”) with Preserve Acquisitions, LLC, a Delaware limited liability company (“Preserve”), to form either a Delaware or Texas limited liability company or limited partnership (the “Joint Venture”) for the purpose of owning, holding for investment and ultimately selling a residential housing development (the “Project”) to be developed by the parties on Lago Vista upon the terms and conditions set forth in the Contribution Agreement and in the operating agreement of the Joint Venture to be negotiated between the parties (the “JV Agreement”). The Contribution Agreement provides that the parties will negotiate the JV Agreement within five months of the November 28, 2023 execution date of the Contribution Agreement. The Contribution Agreement further provides that LV Holding will contribute the Lago Vista Property to the Joint Venture as a capital contribution to be valued at $11,500,000 in the JV Agreement. Preserve will lead the development process and, after the completion of a feasibility period, will be required to submit permits for the first phase of the Project within 11 months from the execution of the Contribution Agreement. In addition, the Contribution Agreement provides that LV Holding must remove, pay and/or satisfy prior to or at Closing (as defined below) any monetary liens (as defined in the Contribution Agreement) on the Lago Vista Property. The closing for the formation of the Joint Venture (the “Closing”) is to be held on the date which is 30 days after the expiration of the feasibility period subject to fulfillment of the following conditions: (a) an affiliate of Preserve, LV Holding or its affiliate (the “LV Member”) and a third party equity investor, if applicable, have executed and delivered the JV Agreement in form approved by Preserve and LV Holding, which terms must be consistent with waterfall provisions set forth in the Contribution Agreement; (b) the Joint Venture having secured a legally binding and unconditional commitment for construction financing and capital commitments sufficient for the Project from third parties (debt and equity); and (c) the Title Agent being unconditionally committed to issue the Owner’s Title Policy to the Joint Venture. At Closing, LV Holding must pay a 5% brokerage commission based upon the $11,500,000 property value. Until the Closing or the earlier termination of the Contribution Agreement, LV Holding has agreed to not convey or encumber all or any portion of the Lago Vista Property, or any interest therein, or enter into any agreement granting to any person any right with respect to the Lago Vista Property (or any portion thereof), provided, however, prior to Closing, LV Holding may solicit, discuss, and negotiate purchase offers so long as it notifies all potential buyers that the Lago Vista Property is under contract pursuant to the Contribution Agreement. See the subsequent events footnote for additional information.
Fair value measurements	Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.
Income taxes	Income taxes The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
Basis of presentation and principals of consolidation	Business Combinations
Concentrations of credit risk	Concentrations of credit risk

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property and Equipment [Abstract]
Schedule of Property Plant and Equipment	At March 31, 2024 and December 31, 2023 the Company’s property and equipment, net consisted of the following: 2024 2023 Computer equipment and software $ 35,805 $ 3,805 Less: accumulated depreciation (397 ) (236 ) Property, plant and equipment, net $ 35,408 $ 3,569

Equity-Based Investments (Table

Equity-Based Investments (Tables)	3 Months Ended
	Mar. 31, 2024
Equity-Based Investments [Abstrcat]
Schedule of Equity-Based Investments	The approximate combined financial position of the Company’s equity-based investments are summarized below as of March 31, 2024 and December 31, 2023 Condensed balance sheet information: March 31, December 31, (Unaudited) (Unaudited) Total assets $ 39,800,000 $ 39,800,000 Total liabilities $ 9,700,000 $ 9,700,000 Members’ equity $ 30,100,000 $ 30,100,000

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combination [Abstract]
Schedule of Purchase Consideration Amounted	The purchase consideration amounted to: Cash $ 500,000 Contingent consideration payable 945,000 Equity compensation 435,000 $ 1,880,000
Schedule Of Summarizes the Preliminary Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed For the Majestic Acquisition	The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Majestic Acquisition: Cash and cash equivalents $ 1,082 Intangible assets 100,468 Goodwill 1,810,787 Accounts payable and accrued expenses (32,337 ) $ 1,880,000
Schedule of Proforma Condensed Consolidated Statement of Operations	A proforma condensed consolidated statement of operations for the three months ended March 31, 2023, is not presented because during that period there was no activity in Majestic. For the (Unaudited) Revenue: Sales $ 121,808 Total 121,808 Operating expenses: Payroll and related expenses $ 2,016,087 General and administrative expenses 587,488 Marketing and business development expense 69,150 Total 2,672,725 Operating loss (2,550,917 ) Other expense: Interest Expense (565,996 ) Other Income - Net loss $ (3,116,913 )

Stockholder's Equity (Tables)

Stockholder's Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of Warrants	The fair value was calculated using a Black-Scholes Value model, with the following assumptions. Risk-free interest rate 4.48 % Contractual term 5 years Dividend yield 0 % Expected volatility 103 % Risk-free interest rate 4.22 % Contractual term 5 years Dividend yield 0 % Expected volatility 106 %
Schedule of Warrant Activity	Warrant activity for the three months ended March 31, 2024 is summarized as follows: Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding and exercisable – January 1, 2024 350,000 2.53 4.90 - Granted 250,000 $ 1.06 5.00 Exercised (305,831 ) Outstanding and exercisable – March 31, 2024 250,000 $ 2.53 4.60 $ -

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Compensation [Abstract]
Schedule of Restricted Stock Unit	The following table summarized restricted stock unit Activities during the three months ended March 31, 2024: Number of Shares Non – vested balance at January 1,2024 - Granted 2,017,500 Vested (1,881,968 ) Forfeited/Expired - Non – vested balance at March 31, 2024 135,532

Description of Business (Detail

Description of Business (Details) - $ / shares	Sep. 27, 2023	Dec. 31, 2022
Description of Business [Line Items]
Parent stockholder received (in Dollars per share)	$ 0.930886
Common stock, shares held (in Shares)	5
SG DevCo [Member]
Description of Business [Line Items]
Percentage of outstanding securities	30%	100%
Common Stock [Member] | SG DevCo [Member]
Description of Business [Line Items]
Percentage of outstanding securities	70%

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)				3 Months Ended				12 Months Ended
	Dec. 31, 2022 USD ($)	May 31, 2021 USD ($)	May 10, 2021 USD ($) a	Mar. 31, 2024 USD ($) a	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Feb. 28, 2022 USD ($)	Jun. 24, 2021 USD ($)
Summary of Significant Accounting Policies [Line Items]
Payment to acquire business					$ 135,183	$ 600,000	$ 600,000
Contributed equity interest rate amount				$ 3,642,607				$ 3,642,607
Acre lake travis project site (in Acres) | a				29.66
Intangible assets				$ 153,409
Assets held for sale	$ 4,400,361			4,400,361				4,400,361
Capital contribution				$ 11,500,000
Brokerage commission percent				5%
Property value				$ 11,500,000
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Payment to acquire business		$ 350,329
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Payment to acquire business		114,433
Lago Vista [Member]
Summary of Significant Accounting Policies [Line Items]
Acre lake travis project site (in Acres) | a			50
Transfer of land to assets held for sale			$ 3,576,130
Project development costs	$ 824,231
Oklahoma and Georgia [Member]
Summary of Significant Accounting Policies [Line Items]
Company acquired properties									$ 893,785	$ 893,785
Land									$ 296,870	$ 296,870
JDI-Cumberland Inlet, LLC [Member]
Summary of Significant Accounting Policies [Line Items]
Contributed amount								$ 25,000
Norman Berry II Owner LLC [Member]
Summary of Significant Accounting Policies [Line Items]
Payment to acquire business		$ 600,000
Membership interest		50%
Contributed equity interest rate amount				617,607
JDI-Cumberland Inlet, LLC [Member]
Summary of Significant Accounting Policies [Line Items]
Membership interest											10%
Contributed equity interest rate amount				3,025,000
JDI-Cumberland Inlet, LLC [Member] | Operating Agreement [Member]
Summary of Significant Accounting Policies [Line Items]
Contributed equity interest rate amount											$ 3,000,000
Website costs [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets				$ 22,210
Amortized over				5 years
Software Development [Member]
Summary of Significant Accounting Policies [Line Items]
Intangible assets				$ 131,199
Amortized over				3 years

Property and Equipment (Details

Property and Equipment (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Property and Equipment [Abstract]
Depreciation expense	$ 161

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property Plant and Equipment - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Property Plant and Equipment [Line Items]
Computer equipment and software	$ 35,805	$ 3,805
Less: accumulated depreciation	(397)	(236)
Property, plant and equipment, net	$ 35,408	$ 3,569

Equity-Based Investments (Detai

Equity-Based Investments (Details)	Mar. 31, 2024 USD ($)
Norman Berry [Member]
Equity-Based Investments [Line Items]
Equity-based investments	$ 617,607
Cumberland [Member]
Equity-Based Investments [Line Items]
Equity-based investments	$ 3,025,000

Equity-Based Investments (Det_2

Equity-Based Investments (Details) - Schedule of Equity-Based Investments - Equity Method Investments [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Total assets	$ 39,800,000	$ 39,800,000
Total liabilities	9,700,000	9,700,000
Total stockholders' equity	$ 30,100,000	$ 30,100,000

Notes Payable (Details)

Notes Payable (Details)				3 Months Ended
	Mar. 01, 2024 USD ($) shares	Nov. 30, 2023 USD ($) shares	Jun. 23, 2023 USD ($)	Mar. 31, 2024 USD ($) a $ / shares shares	Mar. 31, 2023 USD ($)	Aug. 16, 2023 USD ($)	Aug. 09, 2023 USD ($)	Aug. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Principal amount raised				$ 1,250,000
Currently equaling interest rate				13.50%
Floor rate				13.50%
Prepaid interest				$ 675,000
Debt issuance costs				$ 321,117	$ 486,825
Acres of land (in Acres) | a				29.66
Prinicipal amount							$ 4,200,000
Payment of non-accountable fees		$ 17,500
Bear interest percent				8%
Debt instrument redemption price percent				110%
Receive cash proceeds				$ 1,500,000
Percentage of proceeds received				50%
Percentage of outstanding principal amount				110%
Warrants exercise shares (in Shares) | shares				350,000
Exercise price (in Dollars per share) | $ / shares				$ 2.53
Maximum amount	$ 250,000
Issued shares of restricted common stock (in Shares) | shares	154,320			100,000
Fair value of shares issued	$ 125,000
Amortization of debt issuance costs				$ 314,996	80,000
Unamortized debt issuance costs				$ 80,000	793,525
Warrant [Member]
Short-Term Debt [Line Items]
One warrant shares (in Shares) | shares		1
Floor price (in Dollars per share) | $ / shares				$ 0.39
Warrants expires term				5 years
Warrants exercise shares (in Shares) | shares				350,000
Exercise price (in Dollars per share) | $ / shares				$ 2.53
Balance amount				$ 700,000
Balance shares (in Shares) | shares				1,098,904
Shares of common stock (in Shares) | shares				305,831
BCV Loan Agreement [Member]
Short-Term Debt [Line Items]
Payment of interest rate per annum			14%
Proceeds of debt			$ 2,000,000
Received amount			$ 1,250,000
Maturity date			Dec. 01, 2024
Pledged shares (in Shares) | shares				1,999,999
Fees paid				$ 70,000
Payable amount				27,500
Broker fees paid				37,500
Debt issuance costs				55,000
Secured additional amount						$ 500,000
Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt issuance costs				75,393
Aggregate principal amount		$ 1,200,000
Initial fair value of warrant				294,438
Commitment shares amounted				$ 195,000
First Tranche [Member]
Short-Term Debt [Line Items]
Purchase of common stock (in Shares) | shares		350,000
Original issue discount		$ 630,000
Original issue discount percent		10%
Convertible Debenture [Member]
Short-Term Debt [Line Items]
Conversion price (in Dollars per share) | $ / shares				$ 2.14
Debenture [Member]
Short-Term Debt [Line Items]
Original issue discount percent				18%
Bear interest percent				8%
Conversion price (in Dollars per share) | $ / shares				$ 0.7
Floor price (in Dollars per share) | $ / shares				$ 0.165
Debt instrument redemption price percent				110%
Percentage of outstanding principal amount				110%
Second Convertible Debenture [Member]
Short-Term Debt [Line Items]
Convertible debenture percent				8%
Second Tranche [Member]
Short-Term Debt [Line Items]
Debt issuance costs				$ 20,000
Prinicipal amount				$ 250,000
Convertible debenture percent				8%
Purchase of common stock (in Shares) | shares				125,000
Original issue discount percent				10%
Payment of non-accountable fees				$ 6,500
Initial fair value of warrant				21,204
Commitment shares amounted				28,350
Purchase price				$ 225,000
Issued shares of common stock (in Shares) | shares				35,000
Third Tranche [Member]
Short-Term Debt [Line Items]
Debt issuance costs				$ 20,000
Initial fair value of warrant				23,279
Commitment shares amounted				$ 30,800
Maximum [Member]
Short-Term Debt [Line Items]
Payment of interest rate per annum				100%
Minimum [Member]
Short-Term Debt [Line Items]
Payment of interest rate per annum				50%
Amortization of debt issuance costs				$ 314,996
August 2023 [Member] | Promissory Note [Member]
Short-Term Debt [Line Items]
Term of note				1 year
Restricted Stock [Member]
Short-Term Debt [Line Items]
Aggregate shares of restricted common stock (in Shares) | shares		100,000
Loan Agreement [Member]
Short-Term Debt [Line Items]
Principal amount raised					$ 5,000,000
LV Peninsula [Member]
Short-Term Debt [Line Items]
Debt issuance costs				$ 406,825
Promissory Note [Member] | Cancellation Agreement [Member]
Short-Term Debt [Line Items]
Prinicipal amount							$ 4,200,000
Bryan leighton Revocable Trust [Member]
Short-Term Debt [Line Items]
Fixed interest rate	12%
Promissory Note [Member]
Short-Term Debt [Line Items]
Promissory note								$ 148,300
Payment of interest rate per annum				9.75%
Principal amount raised				$ 200,000
Short-Term Note [Member] | LV Note [Member]
Short-Term Debt [Line Items]
Payment of interest rate per annum				5.50%
Convertible Debenture [Member]
Short-Term Debt [Line Items]
Prinicipal amount		$ 700,000
Convertible debenture percent		8%
Second Convertible Debenture [Member] | Purchase Agreement [Member]
Short-Term Debt [Line Items]
Prinicipal amount				$ 500,000
Line of Credit [Member]
Short-Term Debt [Line Items]
Drew down amount				$ 100,000
LV Peninsula [Member] | Short-Term Note [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Payment of interest rate per annum				8%
Common Stock [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Floor price (in Dollars per share) | $ / shares				$ 0.39
Shares of common stock (in Shares) | shares				305,831

Business Combination (Details)

Business Combination (Details) - USD ($)		3 Months Ended
	Feb. 07, 2024	Mar. 31, 2024
Business Combination (Details) [Line Items]
Restricted stock (in Shares)	500,000
Cash Consideration	$ 500,000
Percentage of cash Consideration	100%
Equal installments amount	$ 100,000
Net profits percentage	50%
Consideration liability		$ 945,000
Majestic acquisition [Member]
Business Combination (Details) [Line Items]
Amortized over		3 years

Business Combination (Details)

Business Combination (Details) - Schedule of Purchase Consideration Amounted	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Purchase Consideration Amounted [Abstract]
Cash	$ 500,000
Contingent consideration payable	945,000
Equity compensation	435,000
Total	$ 1,880,000

Business Combination (Details_2

Business Combination (Details) - Schedule Of Summarizes the Preliminary Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed For the Majestic Acquisition - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule Of Summarizes the Preliminary Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed For the Majestic Acquisition[Abstract]
Cash and cash equivalents	$ 1,082
Intangible assets	100,468
Goodwill	1,810,787	$ 22,210
Accounts payable and accrued expenses	(32,337)
Total	$ 1,880,000

Business Combination (Details_3

Business Combination (Details) - Schedule of Proforma Condensed Consolidated Statement of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Sales	$ 121,808
Total	121,808
Operating expenses:
Payroll and related expenses	2,016,087	$ 473,497
General and administrative expenses	587,488
Marketing and business development expense	69,150
Total	2,672,725
Operating loss	(2,550,917)
Other expense:
Interest Expense	(565,996)	(183,590)
Other Income
Net loss	$ (3,116,913)

Net Loss Per Share (Details)

Net Loss Per Share (Details)	Mar. 31, 2024 shares
Net Loss Per Share [Abstract]
Warrant outstanding	294,169

Stockholder's Equity (Details)

Stockholder's Equity (Details)				3 Months Ended
	Mar. 01, 2024 shares	Nov. 30, 2023 USD ($) shares	Sep. 27, 2023 $ / shares shares	Mar. 31, 2024 USD ($) $ / shares $ / item shares	May 10, 2024 USD ($) shares	Jan. 01, 2024 shares	Dec. 31, 2023 shares	Feb. 28, 2023 shares	Dec. 31, 2022
Stockholder's Equity [Line Items]
Common stock, shares authorized				50,000,000			10,200,000
Common stock, shares issued				14,351,248			10,200,000
Common stock, shares outstanding				14,351,248			10,200,000
Parent stockholder received (in Dollars per share) | $ / shares			$ 0.930886
Common stock, shares parent			5
Maximum commitment amount (in Dollars) | $		$ 10,000,000
Amount of put notice under equity purchase agreement (in Dollars) | $		$ 750,000
Percentage of average daily trading value		200%
Issued restricted shares of common stock	154,320			100,000
shares sold					886,000
Gross proceeds (in Dollars) | $					$ 723,660
Shares of common stock				350,000
Exercise price (in Dollars per share) | $ / shares				$ 2.53
Purchase an aggregate common stock.				250,000
Warrants exercisable				125,000		2,441,500		4,000,000
Floor price (in Dollars per Item) | $ / item				0.39
Aggregate amount (in Dollars) | $				$ 44,483
Safe & Green Holdings Corp [Member]
Stockholder's Equity [Line Items]
Common stock, shares parent			5
Peak Warrant [Member]
Stockholder's Equity [Line Items]
Shares of common stock		350,000
Warrants term				5 years
Exercise price (in Dollars per share) | $ / shares				$ 2.53
Fair value of warrants (in Dollars) | $				$ 294,438
Warrants [Member]
Stockholder's Equity [Line Items]
Warrants term				5 years
SG Holdings [Member] | Safe & Green Holdings Corp [Member]
Stockholder's Equity [Line Items]
Percentage of outstanding securities			30%
SG DevCo [Member]
Stockholder's Equity [Line Items]
Percentage of outstanding securities			30%						100%
SG DevCo [Member] | Safe & Green Holdings Corp [Member]
Stockholder's Equity [Line Items]
Percentage of outstanding securities			70%
Parent Company [Member]
Stockholder's Equity [Line Items]
Common stock, shares authorized				14,351,248
Common stock, shares issued				10,000,000
Common stock, shares outstanding				10,000,000
Equity Purchase Agreement [Member]
Stockholder's Equity [Line Items]
Amount of put notice under equity purchase agreement (in Dollars) | $		$ 25,000

Stockholder's Equity (Details)

Stockholder's Equity (Details) - Schedule of Warrants	3 Months Ended
	Mar. 31, 2024
Schedule of Warrants [Line Items]
Risk-free interest rate	4.22%
Contractual term	5 years
Dividend yield	0%
Expected volatility	106%
Warrant [Member]
Schedule of Warrants [Line Items]
Risk-free interest rate	4.48%
Contractual term	5 years
Dividend yield	0%
Expected volatility	103%

Stockholder's Equity (Details_2

Stockholder's Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Warrant Activity [Line Items]
Number of Warrants Granted	250,000
Weighted Average Exercise Price Granted	$ 1.06
Weighted Average Remaining Contractual Term (Years) Granted	5 years
Aggregate Intrinsic Value Granted
Number of Warrants Exercised	(305,831)
Weighted Average Exercise Price Exercised
Weighted Average Remaining Contractual Term (Years) Exercised
Aggregate Intrinsic Value Exercised
Number of Warrants, Outstanding and exercisable ending	250,000	350,000
Weighted Average Exercise Price, Outstanding and exercisable ending	$ 2.53	$ 2.53
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable ending	4 years 7 months 6 days	4 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding and exercisable ending

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($)			3 Months Ended	12 Months Ended
	Mar. 01, 2024	Jan. 01, 2024	Mar. 31, 2024	Dec. 31, 2023	Feb. 28, 2023
Share-Based Compensation [Line Items]
Common stock issuance shares		2,441,500	125,000		4,000,000
Common stock percentage		4.50%
Restricted stock units formally accepted	154,320		100,000
Restricted stock units formally issued			1,831,250
Fair value of restricted units (in Dollars)			$ 1,865,400
Stock-based compensation expense (in Dollars)			1,746,640
Unrecognized compensation cost (in Dollars)			$ 118,760
Shares of common stock added to stock option plan		459,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation [Line Items]
Restricted stock units formally accepted			2,017,500
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member]
Share-Based Compensation [Line Items]
Restricted stock unit issued				1,831,250
Minimum [Member]
Share-Based Compensation [Line Items]
Fair value per share (in Dollars per share)			$ 0.74
Maximum [Member]
Share-Based Compensation [Line Items]
Fair value per share (in Dollars per share)			1.1
2023 Plan [Member]
Share-Based Compensation [Line Items]
Total grant date fair value (in Dollars per share)			$ 250,000

Share-Based Compensation (Det_2

Share-Based Compensation (Details) - Schedule of Restricted Stock Unit	3 Months Ended
	Mar. 31, 2024 shares
Schedule of Restricted Stock Unit [Abstract]
Number of Shares Non – vested beginning balance
Number of Shares Granted	2,017,500
Number of Shares Vested	(1,881,968)
Number of Shares Forfeited/Expired
Number of Shares Non – vested ending balance	135,532

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		3 Months Ended
	Dec. 17, 2023	Mar. 31, 2024	Dec. 31, 2023	Aug. 09, 2023
Related Party Transactions [Line Items]
Original principal amount				$ 4,200,000
Additional paid in capital			$ 1,720,844
Written proposal and that within business days	15 years
Description of master purchase agreement		The Master Purchase Agreement provides that SG Echo will be paid a fee equal to 12% of the agreed cost of each project. The Master Purchase Agreement further provides that payment terms for all design work and the completion of the pre-fabricated container and module shall be made in accordance with the following schedule: (a) a deposit equal to 40% of the cost of the pre- fabricated container and module only shall be paid by us to SG Echo within 5 business days of the mutual execution of a project order; (b) a progress payment (not to exceed to 35% of the cost of the pre-fabricated container and module) shall be paid by the Company to SG Echo monthly in proportion to the percentage of Work completed, which payment shall be made within 10 business days of the Company receipt of SG Echo’s invoice; (c) a progress payment equal to 15% of the cost of the pre-fabricated container and module shall be paid by us to SG Echo within 10 business days of the delivery of the pre-fabricated container and module to the specific project site; and (d) the final payment equal to 10% of the cost of the pre-fabricated container and module only shall be paid by us to SG Echo within 10 business days of the substantial completion of the Work. Substantial completion of the Work shall be as defined by the applicable project order
Payment of SG Echo		10%
Accounts payable and accrued expenses		$ 145,000	145,000
Related Party [Member]
Related Party Transactions [Line Items]
Additional paid in capital			4,000,000
Due from the parent		$ 1,720,844	$ 1,720,844

Subsequent Events (Details)

Subsequent Events (Details)

3 Months Ended

Apr. 30, 2024 USD ($) shares

Apr. 29, 2024 USD ($) shares

Apr. 25, 2024 USD ($) $ / shares

Apr. 03, 2024 USD ($)

Mar. 21, 2024 shares

Feb. 15, 2024 shares

Mar. 31, 2024 USD ($) $ / shares $ / item shares

May 30, 2024 USD ($)

May 15, 2024 USD ($)

May 06, 2024 shares

Apr. 16, 2024 USD ($)

Dec. 31, 2023 USD ($) shares

Aug. 09, 2023 USD ($)

Mar. 31, 2023 USD ($)

Dec. 31, 2022 USD ($)

Subsequent Events [Line Items]

Principal amount

$ 4,200,000

Bears interest percent

8%

Debt instrument redemption price percent

110%

Percentage of outstanding principal amount

110%

Exercise price (in Dollars per share) | $ / shares

$ 2.53

Floor price (in Dollars per Item) | $ / item

0.39

Common stock issued (in Shares) | shares

14,351,248

10,200,000

Stockholders' equity

$ 2,549,912

$ 1,887,777

$ 2,220,221

$ 2,165,340

First 2024 Warrant [Member]

Subsequent Events [Line Items]

Warrants expires term

5 years

Shares of common stock (in Shares) | shares

262,500

Exercise price (in Dollars per share) | $ / shares

$ 0.76

Floor price (in Dollars per Item) | $ / item

0.165

Warrant [Member]

Subsequent Events [Line Items]

Floor rate price (in Dollars per share) | $ / shares

$ 0.39

Warrants expires term

5 years

Shares of common stock (in Shares) | shares

305,831

Exercise price (in Dollars per share) | $ / shares

$ 2.53

Debenture [Member]

Subsequent Events [Line Items]

Original issue discount percentage

18%

Bears interest percent

8%

Conversion price (in Dollars per share) | $ / shares

$ 0.7

Floor rate price (in Dollars per share) | $ / shares

$ 0.165

Debt instrument redemption price percent

110%

Percentage of outstanding principal amount

110%

April 2024 Purchase Agreement [Member]

Subsequent Events [Line Items]

Issuance of aggregate shares of common stock (in Shares) | shares

35,000

35,000

Percentage of outstanding shares

19.99%

Issuance of aggregate shares (in Shares) | shares

1,982,819

Subsequent Event [Member]

Subsequent Events [Line Items]

Extension fee

$ 50,000

Fixed rate

17%

Principal amount

$ 350,000

Bears interest fixed rate

17%

Loan payable

$ 1,350,000

Cash

$ 899,000

900,000

$ 899,000

Promissory note

390,000

450,000

410,000

Total purchase price

1,290,000

$ 1,310,000

Sale of contract

$ 5,825,000

Convertible debenture percent

8%

Purchase of common stock (in Shares) | shares

262,500

Purchase price

$ 315,000

Non-accountable fee

$ 10,000

Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures (in Shares) | shares

80,000

Purchase price shares of common stock (in Shares) | shares

500,000

Common stock issued (in Shares) | shares

200,000

Additional shares of common stock issued (in Shares) | shares

300,000

Stockholders' equity

$ 1,887,777

Minimum requirement

$ 2,500,000

Share price (in Dollars per share) | $ / shares

$ 1

Subsequent Event [Member] | LV Holding [Member]

Subsequent Events [Line Items]

Principal amount

$ 1,000,000

Subsequent Event [Member] | Debenture [Member]

Subsequent Events [Line Items]

Aggregate principal amount

$ 1,200,000

Subsequent Event [Member] | Original Issue Discount [Member]

Subsequent Events [Line Items]

Original issue discount percentage

10%

Subsequent Event [Member] | Peak One [Member]

Subsequent Events [Line Items]

Principal amount

$ 350,000

Convertible debenture percent

8%

Purchase of common stock (in Shares) | shares

262,500

Purchase price

$ 450,000

Original issue discount percentage

10%

Non-accountable fee

$ 10,000

Aggregate total of commitment shares (in Shares) | shares

80,000

Subsequent Event [Member] | Peak One [Member] | Warrant [Member]

Subsequent Events [Line Items]

Purchase of common stock (in Shares) | shares

375,000

Subsequent Event [Member] | Second Debenture [Member]

Subsequent Events [Line Items]

Purchase price

$ 315,000

Subsequent Event [Member] | April 2024 Purchase Agreement [Member]

Subsequent Events [Line Items]

Principal amount

$ 500,000

Convertible debenture percent

8%

Original issue discount percentage

10%

Non-accountable fee

$ 10,000

Aggregate total of commitment shares (in Shares) | shares

100,000

Forecast [Member]

Subsequent Events [Line Items]

Cash

$ 899,000

Promissory note

475,000

Total purchase price

$ 1,375,000